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                                 EXHIBIT 10.16
                             SECURED PROMISSORY NOTE
                 (CONSTRUCTION LOAN - REVOLVING LINE OF CREDIT)

$2,000,000.00                    Phoenix, Arizona           September 25th, 2002

1.       FUNDAMENTAL PROVISIONS.

         The following terms will be used as defined terms in this Secured
         Promissory Note (as it may be amended, modified, extended, and renewed
         from time to time, the "Note"):

         Payee and Holder:  NATIONAL BANK OF ARIZONA,
                            a national banking association.

         Maker:             GLENDALE CONDOMINIUMS, LLC,
                            an Arizona limited liability company

         Principal Amount:  Two Million and No/100 Dollars ($2,000,000.00)

         Interest
         Rate:              One and one-half percent (1.5%) per annum above the
                            Index Rate; provided, however, such rate shall never
                            be less than seven percent (7.0%) per annum. The
                            Interest Rate shall change from time to time as and
                            when the Index Rate changes.

         Default
         Interest Rate:     The greater of (a) eighteen percent (18%), or (b)
                            four percent (4.0%) per annum above the Interest
                            Rate. The Default Interest Rate shall change from
                            time to time as and when the Interest Rate changes
                            as a result of changes in the Index Rate.

         Index Rate:        The rate of interest most recently announced as the
                            "prime rate" as published from time to time in the
                            Western Edition of The Wall Street Journal, as such
                            rate shall change from time to time.

         Interest
         Payment Date:      The first day of each calendar month after the date
                            upon which the Deed of Trust is recorded in the
                            Official Records of the Maricopa County, Arizona
                            Recorder.

         Maturity Date:     The maturity date applicable to each Eight-Plex Loan
                            as set forth in Section 1.1 of the Loan Agreement,
                            which provides for individual maturity dates for
                            each Eight-Plex Loan as determined by Payee.

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         Business Day:      Any day of the year other than Saturdays, Sundays
                            and legal holidays on which Payee's main office at
                            3101 North Central Avenue, Phoenix, Arizona, is
                            closed.

         Loan
         Agreement:         That certain Master Revolving Line of Credit
                            Agreement of even date herewith between Maker and
                            Payee (as it may be amended and modified from time
                            to time).

         Deed of Trust:     The Deed of Trust by Maker, as Trustor, in favor of
                            Payee, as Beneficiary.

         Loan
         Documents:         The Loan Agreement, the Note, the Deed of Trust and
                            any other documents securing the repayment of the
                            Note.

         Loan:              The loan from Payee to Maker in the Principal Amount
                            and evidenced by this Note.

         MRLOC:             The discretionary revolving line of credit which is
                            the subject of this Note to finance the construction
                            of Eight-Plexes as defined in the Loan Agreement.

         MRLOC
         Expiration Date:   The date which is twenty-four (24) months after the
                            date of this Note and after which Holder shall have
                            no further obligation to review requests for any new
                            Eight-Plex Loan.

2.       PROMISE TO PAY.

         For value received, Maker promises to pay to the order of Holder, at
         its office at 3101 North Central Avenue, Phoenix, Arizona 85012, or at
         such other place as the Holder hereof may from time to time designate
         in writing, the Principal Amount, or so much thereof as shall from time
         to time be disbursed under the Loan Agreement, together with accrued
         interest from the date of disbursement on the unpaid principal balance
         at the Interest Rate.

3.       INTEREST.

         (a)      Absent an Event of Default hereunder or under any of the Loan
                  Documents, each advance made hereunder shall bear interest at
                  the Interest Rate in effect from time to time. Throughout the
                  term of this Note, interest shall be calculated on a 360-day
                  year with respect to the unpaid balance of any advanced and,
                  in all cases, shall be computed for the actual number of days
                  in the period for which interest is charged, which period
                  shall consist of 365-days on an annual basis.

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         (b)      All payments of principal and interest due hereunder shall be
                  made (i) without deduction of any present and future taxes,
                  levies, imposes, deductions, charges or withholdings, which
                  amounts shall be paid by Maker, and (ii) without any other set
                  off. Maker will pay the amounts necessary such that the gross
                  amount of the principal and interest received by the holder
                  hereof is not less than that required by this Note.

         (c)      Interest hereunder shall be payable by Maker to the holder
                  hereof monthly, the first of which interest payments shall be
                  payable on the Interest Payment Date and on the same day of
                  each succeeding month thereafter as herein provided. If any
                  payment of interest to be made by Maker hereunder shall become
                  due on a day which is not a Business Day, such payment shall
                  be made on the next succeeding Business Day and such extension
                  of time shall be included in computing the interest in such
                  payment.

         (d)      On or before the Maturity Date for each Eight-Plex Loan, Maker
                  shall repay to Payee all principal, interest and other sums
                  due Payee.

4.       PREPAYMENT.

         (a)      Maker may prepay the Loan, in whole or in part, at any time
                  without penalty or premium.

         (b)      The Loan proceeds may be re-borrowed by Maker in accordance
                  with the terms of the Loan Agreement.

5.       LAWFUL MONEY.

         Principal and interest are payable in lawful money of the United States
         of America.

6.       APPLICATION OF PAYMENTS/LATE CHARGE.

         (a)      Absent the occurrence of an Event of Default hereunder or
                  under any of the other Loan Documents, any payments received
                  by the holder hereof pursuant to the terms hereof shall be
                  applied first to sums, other than principal and interest, due
                  the holder hereof pursuant to the Loan Documents, next to the
                  payment of all interest accrued to the date of such payment,
                  and the balance, if any, to the payment of principal. Any
                  payments received by the holder hereof after the occurrence of
                  an Event of Default hereunder or under any of the Loan
                  Documents, shall be applied to the amounts specified in this
                  Section 6(a) in such order as the holder hereof may, in its
                  sole discretion, elect.

         (b)      If any payment of interest and/or principal is not received by
                  the holder hereof when such payment is due, then in addition
                  to the remedies conferred upon the holder hereof pursuant to
                  Section 10 hereof and the other Loan Documents, (i) a late
                  charge of ten percent (10%) of the amount due and unpaid will
                  be added to

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                  the delinquent amount to compensate the holder hereof for the
                  expense of handling the delinquency for any payment past due
                  in excess of ten (10) days, regardless of any notice and cure
                  periods, and (ii) the amount due and unpaid (including,
                  without limitation, the late charge) shall bear interest at
                  the Default Interest Rate.

         (c)      Maker will pay a fee to Lender of $25.00 if Maker makes a
                  payment on Maker's loan and the check or preauthorized charge
                  with which Maker pays is later dishonored.

7.       SECURITY.

         This Note is secured by the Deed of Trust, which Deed of Trust creates
         a lien on that certain real and personal property described therein.

8.       EVENT OF DEFAULT.

         The occurrence of any of the following shall be deemed to be an event
         of default ("Event of Default") hereunder:

         (a)      default in the payment of principal or interest when due
                  pursuant to the terms hereof and the expiration of ten (10)
                  days after written notice of such default from Holder to
                  Maker; or

         (b)      the occurrence of an Event of Default under any of the other
                  Loan Documents.

9.       RIGHT OF SETOFF.

         Maker grants to Lender a contractual possessory security interest in,
         and hereby assigns, conveys, delivers, pledges, and transfers to Lender
         all Maker's right, title and interest in and to, Maker's accounts with
         Lender (whether checking, savings, or some other account), and all
         accounts Maker may open in the future. Maker authorizes Lender, to the
         extent permitted by applicable law, to charge or setoff all sums owing
         on this Note against any and all such accounts.

10.      REMEDIES.

         Upon the occurrence of an Event of Default and the expiration of any
         cure period as provided in the Loan Agreement, then at the option of
         the holder hereof, the entire balance of principal together with all
         accrued interest thereon, and all other amounts payable by Maker under
         the Loan Documents shall, without demand or notice, immediately become
         due and payable. Upon the occurrence of an Event of Default (and so
         long as such Event of Default shall continue), the entire balance of
         principal hereof, together with all accrued interest thereon, all other
         amounts due under the Loan Documents, and any judgment for such
         principal, interest, and other amounts shall bear interest at the
         Default Interest Rate. No delay or omission on the part of the holder
         hereof

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         in exercising any right under this Note or under any of the other Loan
         Documents hereof shall operate as a waiver of such right.

11.      WAIVER.

         Maker, endorsers, guarantors and sureties of this Note hereby waive
         diligence, demand for payments, presentment for payment, protest,
         notice of nonpayment, notice of protest, notice of intent to
         accelerate, notice of acceleration, notice of dishonor, and notice of
         nonpayment, and all other notices or demands of any kind (except
         notices specifically provided for in the Loan Documents) and expressly
         agree that, without in any way affecting the liability of Maker,
         endorsers, guarantors, or sureties, the holder hereof may extend any
         maturity date or the time for payment of any installment due hereunder,
         otherwise modify the Loan Documents, accept additional security,
         release any person liable thereunder, and release any security or
         guaranty. Maker, endorsers, guarantors, and sureties waive, to the full
         extent permitted by law, the right to plead any and all statutes of
         limitations as a defense.

12.      CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

         No provision of this Note may be changed, discharged, terminated, or
         waived except in a writing signed by the party against whom enforcement
         of the change, discharge, termination, or waiver is sought. No failure
         on the part of the holder hereof to exercise and no delay by the holder
         hereof in exercising any right or remedy under this Note or under the
         law shall operate as a waiver thereof.

13.      ATTORNEY'S FEES.

         If this Note is not paid when due or if any Event of Default occurs,
         Maker promises to pay all costs of enforcement and collection and
         preparation therefore, including but not limited to, reasonable
         attorneys' fees, whether or not any action or proceeding is brought to
         enforce the provisions hereof (including, without limitation, all such
         costs incurred in connection with any bankruptcy, receivership, or
         other court proceedings (whether at the trial or appellate level)).

14.      SEVERABILITY.

         If any provision of this Note is unenforceable, the enforceability of
         the other provisions shall not be affected and they shall remain in
         full force and effect.

15.      INTEREST RATE LIMITATION.

         Maker hereby agrees to pay an effective rate of interest that is the
         sum of the interest rate provided for herein, together with any
         additional rate of interest resulting from any other charges of
         interest or in the nature of interest paid or to be paid in connection
         with the Loan, including without limitation, any commitment fee and any
         other fees to be paid by Maker pursuant to the provisions of the Loan
         Documents. Holder and Maker agree that

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         none of the terms and provisions contained herein or in any of the Loan
         Documents shall be construed to create a contract for the use,
         forbearance or detention of money requiring payment of interest at a
         rate in excess of the maximum interest rate permitted to be charged by
         the laws of the State of Arizona. In such event, if any holder of this
         Note shall collect monies which are deemed to constitute interest which
         would otherwise increase the effective interest rate on this Note to a
         rate in excess of the maximum rate permitted to be charged by the laws
         of the State of Arizona, all such sums deemed to constitute interest in
         excess of such maximum rate shall, at the option of the holder, be
         credited to the payment of other amounts payable under the Loan
         Documents or returned to Maker.

16.      NUMBER AND GENDER.

         In this Note the singular shall include the plural and the masculine
         shall include the feminine and neuter gender, and vice versa.

17.      HEADINGS.

         Headings at the beginning of each numbered section of this Note are
         intended solely for convenience and are not part of this Note.

18.      CHOICE OF LAW.

         This Note shall be governed by and construed in accordance with the
         laws of the State of Arizona, without giving effect to conflict of laws
         principles.

19.      INTEGRATION.

         The Loan Documents contain the complete understanding and agreement of
         the holder hereof and Maker and supersede all prior representations,
         warranties, agreements, arrangements, understandings, and negotiations.

20.      BINDING EFFECT.

         The Loan Documents will be binding upon, and inure to the benefit of,
         the holder hereof, Maker and their respective successors and assigns.
         Maker may not delegate its obligations under the Loan Documents.

21.      TIME OF THE ESSENCE.

         Time is of the essence with regard to each provision of the Loan
         Documents as to which time is a factor.

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22.      SURVIVAL.

         The representations, warranties, and covenants of the Maker in the Loan
         Documents shall survive the execution and delivery of the Loan
         Documents and the making of the Loan.

23.      ARBITRATION PROVISIONS.

1. ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY VERY
   LIMITED REVIEW BY A COURT.

2. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT,
   INCLUDING THEIR RIGHT TO A JURY TRIAL.

3. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

4. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING
   IN THEIR AWARDS. THE RIGHT TO APPEAL OR SEEK MODIFICATION OF ARBITRATORS'
   RULINGS IS VERY LIMITED.

5. A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS AFFILIATED
   WITH THE BANKING INDUSTRY.

6. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST THOSE
   CONCERNING THE AGREEMENT.

7. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE
   AMERICAN ARBITRATION ASSOCIATION.

         (a) Any claim or controversy ("Dispute") between or among the parties
and their employees, agents, affiliates, and assigns, including, but not limited
to, Disputes arising out of or relating to this agreement, this arbitration
provision ("arbitration clause"), or any related agreements or instruments
relating hereto or delivered in connection herewith ("Related Agreements"), and
including, but not limited to, a Dispute based on or arising from an alleged
tort, shall at the request of any party be resolved by binding arbitration in
accordance with the applicable arbitration rules of the American Arbitration
Association (the "Administrator"). The provisions of this arbitration clause
shall survive any termination, amendment, or expiration of this agreement or
Related Agreements. The provisions of this arbitration clause shall supersede
any prior arbitration agreement between or among the parties.

         (b) The arbitration proceedings shall be conducted in a city mutually
agreed by the parties. Absent such an agreement, arbitration will be conducted
In Phoenix, Arizona or such other place as may be determined by the
Administrator. The Administrator and the arbitrator(s) shall have the authority
to the extent practicable to take any action to require the arbitration
proceeding to be completed and the arbitrator(s)' award Issued within 150 days
of the filing of the Dispute with the Administrator. The arbitrator(s) shall
have the authority to impose sanctions on any party that fails to comply with
time periods imposed by the Administrator or the

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arbitrator(s), including the sanction of summarily dismissing any Dispute or
defense with prejudice. The arbitrator(s) shall have the authority to resolve
any Dispute regarding the terms of this agreement, this arbitration clause, or
Related Agreements, including any claim or controversy regarding the
arbitrability of any Dispute. All limitations periods applicable to any Dispute
or defense, whether by statute or agreement, shall apply to any arbitration
proceeding hereunder and the arbitrator(s) shall have the authority to decide
whether any Dispute or defense, is barred by a limitations period and, if so, to
summarily enter an award dismissing any Dispute or defense on that basis. The
doctrines of compulsory counterclaim, res judicata, and collateral estoppel
shall apply to any arbitration proceeding hereunder so that a party must state
as a counterclaim in the arbitration proceeding any claim or controversy which
arises out of the transaction or occurrence that is the subject matter of the
Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the
request of any party: (1) consolidate in a single arbitration proceeding any
other claim arising out of the same transaction involving another party to that
transaction that is bound by an arbitration clause with Lender, such as
borrowers, guarantors, sureties, and owners of collateral; and (2) consolidate
or administer multiple arbitration claims or controversies as a class action in
accordance with Rule 23 of the Federal Rules of Civil Procedure.

         (c) The arbitrator(s) shall be selected in accordance with the rules of
the Administrator from panels maintained by the Administrator. A single
arbitrator shall have expertise in the subject matter of the Dispute. Where
three arbitrators conduct an arbitration proceeding, the Dispute shall be
decided by a majority vote of the three arbitrators, at least one of whom must
have expertise in the subject matter of the Dispute and at least one of whom
must be a practicing attorney. The arbitrator(s) shall award to the prevailing
party recovery of all costs and fees (including attorneys' fees and costs,
arbitration administration fees and costs, and arbitrator(s)' fees). The
arbitrator(s), either during the pendency of the arbitration proceeding or as
part of the arbitration award, also may grant provisional or ancillary remedies
including but not limited to an award of injunctive relief, foreclosure,
sequestration, attachment, replevin, garnishment, or the appointment of a
receiver.

         (d) Judgment upon an arbitration award may be entered in any court
having jurisdiction, subject to the following limitation: the arbitration award
is binding upon the parties only if the amount does not exceed Four Million
Dollars ($4,000,000.00); if the award exceeds that limit, either party may
demand the right to a court trial. Such a demand must be filed with the
Administrator within thirty (30) days following the date of the arbitration
award; if such a demand is not made with that time period, the amount of the
arbitration award shall be binding. The computation of the total amount of an
arbitration award shall include amounts awarded for attorneys' fees and costs,
arbitration administration fees and costs, and arbitrator(s)' fees.

         (e) No provision of this arbitration clause, nor the exercise of any
rights hereunder, shall limit the right of any party to: (1) judicially or
non-judicially foreclose against any real or personal property collateral or
other security; (2) exercise self-help remedies, including but not limited to
repossession and setoff rights; or (3) obtain from a court having jurisdiction
thereover any provisional or ancillary remedies including but not limited to
injunctive relief, foreclosure, sequestration, attachment, replevin,
garnishment, or the appointment of a receiver. Such rights can be exercised at
any time, before or after initiation of an arbitration proceeding, except to the

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extent such action is contrary to the arbitration award. The exercise of such
rights shall not constitute a waiver of the right to submit any Dispute to
arbitration, and any claim or controversy related to the exercise of such rights
shall be a Dispute to be resolved under the provisions of this arbitration
clause. Any party may initiate arbitration with the Administrator. If any party
desires to arbitrate a Dispute asserted against such party in a complaint,
counterclaim, cross-claim, or third-party complaint thereto, or in an answer or
other reply to any such pleading, such party must make an appropriate motion to
the trial court seeking to compel arbitration, which motion must be filed with
the court within 45 days of service of the pleading, or amendment thereto,
setting forth such Dispute, If arbitration is compelled after commencement of
litigation of a Dispute, the party obtaining an order compelling arbitration
shall commence arbitration and pay the Administrator's filing fees and costs
within 45 days of entry of such order. Failure to do so shall constitute an
agreement to proceed with litigation and waiver of the right to arbitrate. In
any arbitration commenced by a consumer regarding a consumer Dispute, Lender
shall pay one half of the Administrator's filing fee, up to $250.

         (f) Notwithstanding the applicability of any other law to this
agreement, the arbitration clause, or Related Agreements between, or among the
parties, the Federal Arbitration Act, 9 U.S.C. Section 1, et seq., shall apply
to the construction and interpretation of this arbitration clause. If any
provision of this arbitration clause should be determined to be unenforceable,
all other provisions of this arbitration clause shall remain in full force and
effect.

                               GLENDALE CONDOMINIUMS, LLC,
                               an Arizona limited liability company

                               By: 45th/47th Ave. & Glendale, L.L.C.,
                                   an Arizona limited liability company
                                   Its Manager/Member

                                   By: Great Western Land & Recreation Inc.,
                                       A Delaware Corporation
                                       Its Member

                                       By:  /s/ William Szilagyi
                                       -----------------------------------------
                                       Its:  Senior Vice President

                               By: /s/ Kemp Biddulph
                                   ---------------------------------------------
                                   Kemp Biddulph, as Trustee of the Biddulph
                                   Revocable Trust dated May 6, 1983, as amended
                                   Its Member

                               By: /s/ Roger Hagadorn
                                   ---------------------------------------------
                                   Roger Hagadorn
                                   Its Member

                                                                         "Maker"

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